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Exclusive Representation Agreement
"I need an Exclusive Representation Agreement under Swiss law for my medical device company to appoint an exclusive distributor in the DACH region, with specific performance targets and a three-year initial term starting January 2025."
1. Parties: Identification and details of the principal and the exclusive representative
2. Background: Context of the agreement, including brief description of parties' businesses and purpose of the arrangement
3. Definitions: Key terms used throughout the agreement
4. Appointment and Scope: Express appointment of representative and detailed scope of exclusive representation
5. Territory: Geographic area where the exclusive representation rights apply
6. Duration and Termination: Term of agreement, renewal provisions, and termination rights
7. Exclusivity Obligations: Specific terms of exclusivity, including restrictions on both parties
8. Representatives Rights and Obligations: Detailed responsibilities and rights of the representative
9. Principals Rights and Obligations: Detailed responsibilities and rights of the principal
10. Commission Structure: Detailed commission calculations, payment terms, and conditions
11. Intellectual Property Rights: Usage rights for trademarks, trade names, and other IP
12. Confidentiality: Protection of confidential information and trade secrets
13. Post-Termination Obligations: Obligations that survive termination, including commission tail and non-compete
14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Minimum Performance Requirements: Include when specific sales targets or performance metrics are required
2. Marketing and Promotion: Include when specific marketing obligations are imposed on either party
3. Training and Support: Include when the principal provides specific training or support services
4. Insurance Requirements: Include when specific insurance coverage is required
5. Data Protection: Include when personal data processing is involved
6. Force Majeure: Include when specific force majeure provisions are needed beyond standard Swiss law
7. Bank Guarantee: Include when financial security is required from the representative
8. Audit Rights: Include when principal requires right to audit representatives books
9. Sub-Representatives: Include when appointment of sub-representatives is permitted
1. Schedule 1 - Products/Services: Detailed list of products or services covered by the agreement
2. Schedule 2 - Territory Definition: Detailed description of geographic territories, including any excluded areas
3. Schedule 3 - Commission Structure: Detailed commission calculations, including any variations by product/service
4. Schedule 4 - Performance Targets: Specific sales targets or other performance metrics
5. Schedule 5 - Trademark Usage Guidelines: Guidelines for use of principal's trademarks and branding
6. Appendix A - Reporting Templates: Standard forms for regular reporting requirements
7. Appendix B - Operating Procedures: Detailed operational procedures and requirements
Authors
Manufacturing
Technology
Pharmaceuticals
Consumer Goods
Industrial Equipment
Software and IT
Medical Devices
Luxury Goods
Automotive
Chemical Industry
Professional Services
Telecommunications
Fashion and Apparel
Electronics
Financial Services
Legal
Commercial
Sales
Business Development
Operations
Compliance
International Business
Partner Management
Contract Administration
Corporate Development
Chief Executive Officer
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Contract Manager
Chief Commercial Officer
Regional Sales Manager
Distribution Manager
Channel Partner Manager
International Business Manager
Chief Legal Officer
Compliance Officer
Operations Director
Account Executive
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